Audit Committee Charter

Compensation Committee Charter

Code of Business Conduct

Corporate Disclosure Policy

GREENTREE GAS & OIL LTD.

INSIDER TRADING POLICY

The directors and officers of Greentree Gas & Oil Ltd. (the “Corporation”) and such other employees of the Corporation as may be designated from time to time by the Chief Executive Officer or the Chief Financial Officer of the Corporation, shall not, directly or indirectly, purchase, sell or otherwise trade in any security of the Corporation (including, without limitation, options to purchase common shares of the Corporation unless said options would expire prior to the expiration of the applicable restricted trading period):

  1 for the period commencing 15 days prior to the scheduled release of the quarterly or annual financial results of the Corporation until midnight. on the second (2nd) business day after the public announcement of the Corporation’s financial results for such fiscal quarter or fiscal year, as the case may be; or
  2

at any time when any of the aforesaid individuals has/have knowledge of any undisclosed “material information” regarding the Corporation (i.e., information about the Corporation which, if publicly disclosed, would result in, or would reasonably be expected to result in, a significant change in the market price or value of any security of the Corporation) until midnight on the second (2nd) business day after the public announcement of such information; or
  3 at any time and for such duration as a “trading blackout” or other similar notice prohibiting trading in any security of the Corporation is issued by the Chief Executive Officer or the Chief Financial Officer.

The above restrictions will also apply to purchases, sales or other trading in any securities of other public companies when any of the aforesaid individuals acquire(s), through his/her/their position or relationship with the Corporation, any material non-public information regarding such public company.

This Policy is not intended to reduce or otherwise affect the personal obligations imposed on the directors, officers and other insiders of the Corporation under applicable securities legislation, including the obligation to file Insider Reports with Canadian provincial securities commissions or other regulatory authorities (whether upon the initial acquisition of ownership of, or rights to exercise control or direction over, any securities of the Corporation, or in connection with any subsequent sale or trade in respect thereof).

Breach of this Policy may be considered as the basis for the termination of office and employment for cause or otherwise, for any director, officer or other insider of the Corporation who is also an employee of the Corporation or any of the Corporation’s Affiliate.

Any questions regarding this Policy or any related matters should be directed to the Chief Financial Officer, the General Counsel or the Corporate Secretary of the Corporation.